Certified True Copies, Notarisation and Apostille for Hong Kong Company Documents

Understanding Hong Kong Certified True Copies Notarisation and Apostille

A Hong Kong company presenting corporate documents to an overseas authority must follow three distinct steps: certification of copies, notarisation by a notary public, and apostille under the Hague Convention. The complete chain of hong kong certified true copies notarisation apostille applies when documents such as the certificate of incorporation or statutory registers must be legally recognised in a foreign jurisdiction that is a signatory to the Hague Convention of 5 October 1961.

The company secretary certifies that copies are true and complete. The notary public verifies the secretary’s signature and authority. The apostille confirms the notary’s credentials for use abroad. Each step depends on the one before it.

Hong Kong Certified True Copy Company Documents

A certified true copy is a reproduction verified as accurate by an authorised person. For Hong Kong company documents, the company secretary performs this certification. The secretary holds the original records and has statutory custody of the registers.

Documents most often requiring certified true copies include the Certificate of Incorporation, Business Registration Certificate, and the company’s constitutional documents. Statutory registers are also frequently requested: the Register of Members, Register of Directors, Register of Company Secretaries, Register of Charges, and the Significant Controllers Register. Board resolutions authorising specific transactions are another common requirement.

The secretary compares the copy against the original, stamps or signs it, and dates the certification. The statement “Certified true copy” together with the secretary’s name, title and date is sufficient for many routine purposes, such as opening a bank account or applying for a business licence within Hong Kong.

The Companies Registry does not itself issue certified copies of documents already filed. If a company has lost its original certificate of incorporation, it must apply to the Companies Registry for a replacement, not a certified copy. For documents already on the public record, the Registry will issue a certified extract or a copy of the filed document. That is a different product from a certified true copy prepared by the company secretary.

Hong Kong Apostille for Company Documents

An apostille is a standardised certificate issued under the Hague Convention. It authenticates the signature and seal of a notary public. It does not certify the content of the underlying document. For Hong Kong company documents intended for use in another Hague Convention country, the apostille is the final step after notarisation.

Hong Kong has been a party to the Hague Convention since 1965, through the United Kingdom’s ratification. The Hong Kong High Court is the designated competent authority to issue apostilles. The process is sequential. First, the company secretary certifies the copy. A notary public then notarises the secretary’s signature and capacity. Finally, the notary submits the notarised document to the High Court for apostille.

The apostille is a separate page attached to the notarised document. It confirms the identity of the notary and the genuineness of the notary’s signature and seal. The High Court charges a fee for each apostille, payable at the time of application.

Documents commonly requiring an apostille include the certificate of incorporation, business registration certificate, and board resolutions. Typical uses are overseas property purchases, court proceedings, or regulatory filings in countries such as China, France, Germany, Japan, Singapore, and the United Kingdom.

Hong Kong Notarisation of Company Records

Notarisation sits between the secretary’s certification and the apostille. A Hong Kong notary public, a solicitor appointed by the High Court, verifies that the person signing the certified true copy is indeed the company secretary and that the secretary has authority to certify the document.

The notary will require specific documentation. This includes the original document or a certified copy of the original, evidence of the secretary’s appointment from the register of directors and company secretaries, and a board resolution authorising the secretary to certify the documents for the specific purpose. The company’s certificate of incorporation and business registration certificate are needed for identification.

The notary then executes a notarial certificate. It states that the secretary appeared before the notary, produced identification, and confirmed the copy is true. The notary’s seal and signature are affixed. This notarised document is then ready for apostille.

Notarisation is not required for documents used only within Hong Kong. It becomes necessary when the document must be legally recognised outside Hong Kong, particularly in countries that are not parties to the Hague Convention or where the receiving authority insists on notarisation before apostille.

Hong Kong Certified Copy Statutory Registers

The five statutory registers every Hong Kong company must maintain under the Companies Ordinance (Cap. 622) are frequently requested as certified copies for overseas due diligence: the register of members, register of directors, register of company secretaries, register of charges, and Significant Controllers Register.

When certifying a copy of a statutory register, the secretary should state that the copy is a true extract from the register maintained at the company’s registered office or prescribed place. Note the date of the extract. Confirm that the register has been properly kept in accordance with section 662 of the Companies Ordinance.

The Significant Controllers Register, required since 1 March 2018, is not open to public inspection. A certified copy may be requested by a law enforcement authority or by a shareholder with a legitimate interest. The company secretary must ensure that any certified copy of this register complies with the restrictions on disclosure under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615).

Role of the Company Secretary in the Certification Process

The company secretary is the officer most familiar with the company’s records. The secretary’s certification carries weight because the secretary is a statutory officer responsible for maintaining the registers and records.

When certifying copies, the secretary should compare the copy against the original document, ensure the copy is legible and complete, sign and date the copy, state the secretary’s full name and capacity, and use the company’s common seal if the document is for a formal overseas filing.

Keep a record of each certification. Include the date, the document certified, the purpose, and the recipient. This record may be needed if the certification is later challenged.

For documents proceeding to notarisation and apostille, prepare a board resolution authorising the certification and the subsequent steps. The notary will require this resolution as evidence of authority.

Practical Steps for Obtaining Certified True Copies, Notarisation and Apostille

The sequence for a Hong Kong company needing certified documents for overseas use is clear.

First, the company secretary prepares certified true copies of the required documents. Next, the secretary contacts a Hong Kong notary public to arrange notarisation. The notary will schedule an appointment and advise on any additional documentation needed. The secretary then attends the notary’s office with the certified copies and supporting evidence. The notary executes the notarial certificate. The notary submits the notarised document to the Hong Kong High Court for apostille. The High Court issues the apostille, which is attached to the notarised document. Finally, the completed document is returned to the company or sent directly to the overseas recipient.

The entire process takes three to five working days, depending on the notary’s availability and the High Court’s processing time. Urgent apostille applications may be possible at an additional fee.

Documents That Do Not Require Notarisation or Apostille

Not all overseas uses require the full chain. Documents submitted to a Hong Kong government department or a Hong Kong court do not need notarisation or apostille. Documents used in a country that is not a party to the Hague Convention may require legalisation instead of apostille. Legalisation is a more complex process involving the foreign consulate or embassy in Hong Kong. Documents used within the same jurisdiction as the receiving party’s own laws may be accepted with a simple certified true copy.

Confirm the requirements of the receiving authority before proceeding. Many overseas banks and regulators specify exactly what form of certification they require.

Supporting Terms

The following terms appear throughout the certification, notarisation and apostille process: Companies Registry, certified true copy, notary public, apostille, Hague Convention, Hong Kong company secretary, statutory registers, register of members, register of directors, register of company secretaries, register of charges, significant controllers register, certificate of incorporation, business registration certificate, legalisation, Hong Kong High Court.